I Can Help You
by Olivia028
Summary: Despite his better judgement, Agent Smith has come to accept, and even enjoy his friendship with Audrey Clark. Through their regular meetings he's learned a lot about human behavior. Though he can't explain why, he wants Audrey to be happy. If having a child will make her so, shouldn't she get what she wants?
1. Chapter 1

It was a beautiful September day in the city. After an almost full week of rain, the Matrix's weather algorithm was finally giving the people a break, and it seemed almost everyone was taking the opportunity to be outside and enjoy it. One of these people was Audrey Clark. Unlike the stone-faced program who walked beside her, Audrey had a spring in her step and a smile on her face. She knew that everything she was experiencing was an illusion, but that didn't stop her from taking pleasure from it. She loved the way the sunlight played through the leaves, she loved the smell from the farmers' market produce and the crisp breeze that carried hints of the coming autumn.

Agent Smith observed her, as he often did. This peculiar woman never failed to intrigue him. Her ability to perceive things, both in and out of the Matrix, was what initially drew him to her over a year ago. As an unplugged human who had voluntarily returned to the Matrix without rebel attachments, she was part of a rare subgroup of wakers. At the time, she had been the perfect candidate for an intelligence mission that he was assigned to. He had loathed the idea of working closely with a human at first, but Audrey's unpredictable insight and charming personality worked their magic on Smith, and soon opened his eyes to the possibility that at least _one_ of their kind could be tolerable -dare he admit it- even enjoyable to be around.

Their mission had lasted three months. Their friendship, though he hesitated to call it that, had been going on for the last ten. It had become a comfortable routine of theirs to meet for a walk every Sunday, back when they needed to exchange secret intel and stolen information. So, when the assignment ended, they decided not to cancel their regular plans.

Now, free of her umbrella, Audrey's movements today were more relaxed. Her dark, wavy hair bounced around her shoulders with every step. There was an almost perfect elegance to the way her hair moved such that, had he not known she were human, Smith would have assumed only a program could achieve. He often wondered if she somehow defied the Mundane Filters that the Matrix had in place to keep its fictional world believable.

Oblivious to her partner's musing, Audrey walked and talked with a carefree air. Her hands were tucked into the warmth of her pockets. _It was nice to be able to wear jackets again, _she thought. As they strolled down the side walk, Audrey told Smith about a recent theory she had of a possible system connection between the weather algorithm, its effect on the general mood and the changing stock market. Midway through her sentence however, Audrey paused to smile and wave a pair of passing children. The kids smiled bashfully back at her, one of them hiding playfully in his mom's legs while his sister ran ahead giggling.

When she turned back to him, her face was glowing. It was a reaction he had noted in her many times after similar encounters with young humans. "Sorry about that," she said, tucking a lock of loose hair behind her ear. "Those kids were just so darn cute! What was I saying? Something about Dow Jones, right?"

Instead of answering her, Smith chose to voice his observation. "You have a particular fondness for children, Audrey. Normally, you're very focused but whenever a child enters the scene your attention is diverted."

She smiled, tilting her head slightly as she looked at him. "What can I say? I've always liked kids."

"Have you thought about starting a family?" Smith felt strange about asking such a thing as soon as he said it. The concept of forming family constructs within the Matrix, especially for someone who was aware, was convoluted to say the least. But, considering her previous response, it seemed the next logical conclusion.

Audrey's eyes shone with laughter. "I have. But, you know, that's sort of a two person job. And I have't been in a serious relationship for a while now."

She turned her gaze back to the street and Smith did the same. There were several couples walking around them, holding hands, ordering food, arguing over who should pay for parking. Human couplings confused him, but through his years of observation Smith had learned that for most of humanity, finding a romantic partner was a prime directive. It stemmed from a biological urge to reproduce, which the Matrix encouraged for the sake of its own production needs, but there was also an emotional drive behind it as well (the kind that was the hardest for him to understand). Audrey had once called it, a_ need for companionship. _Simply put, it made people happy. And, as Smith was gradually coming to grasp through the time spent with his human compatriot, the pursuit of happiness was the foundation for everything.

Agent Smith's supercomputer brain put two and two together. People in relationships are generally happy and they often lead to children which would undoubtedly make Audrey happy. Therefore she should be in a relationship.

"You should start dating again." he said, his voice void of emotion.

"With my busy schedule? When would I find the time? Besides," she said bumping his arm with her elbow, "I'm pretty sure you'd scare all my suitors away."


	2. Chapter 2

A week later, Smith and Audrey were sitting at their usual spot in the park. The pop-up cafe there served coffee, tea and pastries to the scattered tables by the ornate fountain. There was usually live music on the weekends too, which is one of the reasons why Smith had chosen this place to meet to begin with; the overlay of music made the spot ideal for quite conversation where they couldn't be easily overheard. Today, a man in a stripped shirt was playing accordion. To their shared relief, the tune was more French bistro than German beer house.

Smith had just finished recounting a recent assignment, sharing what unclassified details with her that he could, and asked her opinion on the behavior of one of the Human officers involved. Having Audrey's insight on how to "understand" people and therefor better predict their next move had given the Agent a considerable advantage in his recent missions. The improvement in his performance had not gone unnoticed by the Mainframe, and Smith felt he owed her some form of gratitude for helping elevate his rank.

Whether Audrey was aware of it or not, Smith was the one responsible for her recent promotion at work. He saw to it that she was now making a salary worthy of her character. As far as he was concerned, it wasn't special treatment. The raise she received was long overdue, especially considering how hard she worked and how long she had been with the company. So this was simply correcting a previous error. Now he wanted to do something more.

For the past few days, Smith had been pondering ways to help improve her situation, as she had unknowingly improved his. Every so often, he would step back and consider the life form he was doing this for. Not wanting to sour his mood, Smith tried not to think of Audrey as Human. She was an exception after all, an anomaly. Wanting to help her didn't mean he wanted to help one of the parasites that he so detested. She was an ally, almost as good as a program, or at least as close to one as was possible for her kind.

He looked at her, processing every detail about his companion as she sat across from him on this sunny afternoon. Audrey was glowing again which could only mean one thing. Sure enough, close to the fountain a small group of girls were drawing hopscotch squares on the pavement. Smith noted the light in her eyes and the upturned grace of her closed smile. What he couldn't process was why seeing her this happy made him feel something akin to happiness as well. It was a strange puzzle that he had been trying to solve for the past six months and as of yet, he was no closer to deciphering the answer.

During their farmer's market walk last Sunday, they had chatted some more about her finding a partner. Audrey had tried to explain to him that dating someone wasn't just about finding a stable person with good genes who could give you children. It was about establishing a meaningful connection with another individual, someone you can relate to, trust and care about. She had purposely avoided the topic of love, knowing from their past conversations about human nature that that emotion was too complicated to explain.

_"They should be your equal."_ she had said. That concept placed a roadblock in Smith's thinking. In his mind, no human was an equal to Audrey, and certainly none of them deserved her. In fact, the more he thought about it the less he liked the idea of someone trying to get close and intimate with her, especially considering the physical aspects of human relationships that he had recently downloaded for his research.

By this point, Smith had essentially decided that he did not want Audrey to date, especially if she wasn't interested in it either. She seemed content after all, and he would see to her needs if anything arose that she couldn't handle. It was only fair, considering how she'd helped him during their mission and continued to aid him long after she was no longer obliged to do so. But there was still the matter of her wanting children.

Audrey had assured him she was happy, had said that she was fine waiting until the right man came along to help her start a family, whenever or whoever that may be. But he knew this was something she wanted. He could see the wistful admiration in her eyes whenever she saw a mother playing with her child. T_he pursuit of happiness is everything to humans_, Smith thought and he was certain this would make her happy.

The Agent turned his gaze back to the girls by the fountain as Audrey brought her coffee cup to her lips.

"I can give you a child." He said casually.

Audrey choked on her coffee and started to cough. She was so shocked by his statement she had practically done a spit take all over him. Luckily, she managed to cover her mouth in time and spared her distinguished companion and his expensive looking suit. Smith, brow slightly furrowed, gracefully pulled a cloth napkin from the table and handed it to Audrey.

She took it and wiped the coffee from her chin. After a drink of water she let out a breath, her face was pink from coughing and embarrassment. "Just when I think you can't shock me anymore, Smith, you throw something like that at me."

"My apologies," he said, "Perhaps I used the wrong phrasing. What I meant to say is, I have the ability to make you pregnant."

Audrey shot Agent Smith a warning glance, her blush deepening. "Yeah, that's _not_ better." She looked around as if to see if anyone was listening to them, then crossed her arms and leaned forward on the table, unintentionally giving Smith a better view down her low cut top. When she spoke, her voice was lower. "What's this about, Smith? You've never made statements like this before."

"It's simple really. You've expressed your desire to have a child someday, and I have the capability to give you one."

"The keyword there being 'someday.' Besides, I told you, I'm perfectly happy right now being child free."

"But why deprive yourself of something you want if it's within your reach to have it?"

She stared at him for a moment, her dark lashes blinking over her large hazel eyes. "Because," she finally said, "Because there are other factors that go into a decision like that. You can't just '_give me a child'_ because I want one. Having a baby is a life altering decision. It's incredibly expensive, and a huge responsibility that I don't know if I'm ready for. It's one thing to talk about wanting a kid, but actually having one is an entirely different matter."

If he gave her a baby, Smith thought, it was only logical that he would ensure she had the financial security necessary to give her offspring the life she felt they deserved. As for whether or not she was responsible enough, he could think of no one more suited to raise a child than Audrey Clark. As a program of the Matrix, Smith was at war with himself over the topic of an increased production of humanity. For one thing, the machines needed more batteries to serve their growing energy demands. But here on the inside, the idea of more human consciousnesses that he would have to deal with was not something he wanted to think about. But if the child shared traits with Audrey, and had her influence, that at least would be tolerable.

"I hate to get into the weeds with you on this," Audrey said, "but since you're the one who brought it up...is a program even capable of... what you're suggesting? I mean, you don't have a genetic makeup, so how could you... contribute?"

"I can't, not genetically anyway. But through my research I've confirmed that I can alter your code and duplicate your gene sequence. You would become pregnant with a genetic copy of yourself. With some effort we might be able to alter the replicated genomes if you desired a boy, but a girl would be much simpler to produce."

Audrey's eyebrows raised as she pushed back from the table. "Wow. A clone baby. Ok, well, thank you for the offer, Smith but I'm going to have to pass." He noted how the emotion had drained from her voice. Clearly he hadn't approached this the right way.

"Have I offended you?" He asked.

She shook her head, "No, it's just... this would be a difficult subject for two people to address, let alone a program and a human. I um... I appreciate the thought behind it, I really do. It's kind of you to want to help me but it's just not feasible with our relationship."

_Our relationship, _Smith thought? He didn't mean to imply that they had a _relationship_, they were associates, friends at most. Perhaps he had underestimated the scale of what this meant to her. Once again, human emotion was over complicating the simple logic of want need and action.

"But you do want children?" he asked.

She paused, about to take another drink of coffee to steady her nerves. "I do."

"Just not with me?"

Audrey looked surprised and somewhat sad for a moment. Carefully she set down her cup. "It's not that, Smith. I just... I don't think you grasp the emotional commitment that comes with what you're offering."

He looked away. "Clearly not." The mood between them had dimmed and he didn't like it. This was supposed to be a positive thing, something he thought she'd be very excited about.

"I'll tell you this much," Audrey said, pulling his attention back to her. "When I start my family, I don't want to do it alone. Remember when I said that having a kid was a two person job? Well that goes beyond just the physical act. Being parents is a partnership, and I need someone by my side who is equally committed to raising our child and _loving_ them as much as I will."

Smith cringed inwardly at the sound of that word. _Love_: the prime Enigma. Audrey gave him a gentle smile. Standing she gathered their dishes and placed them in the appropriate bins. When she returned, she grabbed her purse, signalling to Smith that she was going to leave. Judging by how their conversation had gone, he assumed she would be walking back alone.

Before Audrey left, she paused and placed a hand on his shoulder. Still sitting, Smith looked up at her. He noted the way the wind played with her hair. He felt the gentle strength of her touch.

"The next time you want to talk about something like this, do me a favor," she said. The smile in her voice had returned. "Not in public, ok? A private setting would be way more romantic." With a teasing squeeze, her hand slipped away. Smith sat there watching her go.


	3. Chapter 3

Audrey stepped off the tram and onto the station platform. Taking a deep breath, she tried to calm her racing heart. It had been like this since Smith had so uncouthly laid his _offer_ on the table at lunch. The moment had taken her completely by surprise and Audrey was still trying to wrap her head around the whole thing.

Securing her purse strap against her shoulder, she made her way towards her apartment, opting not to put on her headphones so she could try and clear her thoughts. _What had compelled him to say such a thing,_ she wondered? There was an obvious human explanation, of course, and it was that persistent idea that was making her heart beat so. But Audrey knew that couldn't be it. There was no way she was that lucky.

For the last six months, Audrey had been doing her best to simultaneously accept and stifle her crush on Agent Smith. The simple truth was that she liked him, and even thought about him romantically. His strength and bravery was one thing; Smith was a program after all, they were all inhumanly strong and were coded to be fearless. But it was the curious shades of his personality that she had uncovered during their time working together that sparked her interest and refused to let go.

Despite his insistence that he detested her kind, Smith was uncharacteristically inquisitive. Unlike other programs she had met, who assumed they knew everything and downloaded the rest, he asked questions, lots of questions, and seemed genuinely interested in her responses. After spending so much time with him, she'd identified his quirks that otherwise went unseen, perhaps even by his associates. Smith had a sense of humor, though it often ran dark, and he loved being witty. He made her smile so often and she was proud to say that on occasion, she had successfully triggered the same reaction in him. There were times when they were alone together when she felt him let his guard down. She had seen Agent Smith on the verge of vulnerability, and she longed to help him cross that line.

Her fondness for Smith was a constant topic of debate in her mind. Sometimes she even lost sleep over it, and would have to lie to him the next day when he asked why she looked so tired. For months, Audrey had questioned her attraction to him, this artificial program, trying to decipher if her feelings were genuine or superficial. Was it the foreign, forbidden allure, that drew her to him? Was it simply the fact that he was so strong and protective? She liked the attention he gave her, it made her feel special. And she liked knowing what he was when other people didn't. But every time she debated these things she always came back to one prevailing truth: She felt like herself when they were together.

Nothing between them was forced or uncomfortable. Sure, their conversations got awkward at times and frequently bordered on strange (this afternoon being a prime example). But Audrey always felt safe discussing these things with him, and that wasn't something she could say about most people. Somehow, she felt she had earned his respect. That was a rare gift, one she attached a great deal of emotion to. And, despite her better judgement, Audrey couldn't help but wonder if it was possible that he might be capable of doing the same.

Recently, she'd allowed herself to be more flirty with him, if only to see how he would react. In classic Smith fashion, he did his best to keep everything locked away. Apart from his being more observant towards her wants and interests lately, there was little telling if he understood or reciprocated her intent. That was partially why his out-of-the-blue declaration earlier had practically given her a heart attack. Try as she might to steady the beating in her chest, so far deep breathing was doing little to calm her nerves.

Audrey locked her door behind her and hung the key on its hook. After discarding her coat she went to the wine rack and grabbed a bottle of Pinot Noir. A few minutes later she was nestled in her favorite arm chair, a blanket on her lap, a glass of wine in her hand. Audrey was inclined to chew on her fingernails while she thought, but she stopped herself. That was a nervous habit she was trying to beat. She took a drink instead.

_Oh_ yes, she thought sarcastically, _what a healthy alternative._ Sighing, she looked out her window. The oak across the street was beginning to turn. The leaves at the top of the tree were already showing signs of gold, even though the rest of it still shimmered a mighty green.

There was no point beating around the bush. His proposition had ignited a scandalous thought. The idea of having sex with Smith excited her, she didn't want to admit how much. But, Audrey wasn't even sure if that's what he'd meant. She could just as easily see him touching her abdomen and a few seconds later saying something unfeeling like, "It is done." How depressingly unromantic.

Not that getting pregnant was even something she was considering. Just as would be the case with any man, there were steps they had to take first. Now, if Smith had come to her and said, "I want to have a relationship with you. Let's date for a while, see where it takes us. And someday, when we're ready, we can start a family. I can do that for you." that would have been completely different. Ludicrous, but still fun to imagine.

A week ago, when Smith made his first bizarre remark about how she should date again, Audrey's internal reaction had been mixed. She couldn't help but feel hurt by the statement, worried that this was his way of putting distance between them. At the same time, the fact that he was taking an interest in her love life was encouraging and it had even sparked her flirtatious response. A week later and he was offering to help her have a child because he recognized it as something she "desired" as well as something he was capable of giving. Didn't that show signs of progress? Now at least, other men were seemingly out of the picture. It was back to just the two of them and what they could give one another.

Audrey took another drink. Debating this with herself wasn't helping. She needed to talk to Smith about these things, and she didn't want to wait a week to do it. A storm of butterflies whirled in her stomach as she reached for her phone, but she wouldn't let that stop her. Audrey could tell by his recent fixation on the subject, that something similar must be on his mind. They would both be better off if they discussed it.

Letting out a breath, she dialed his number. As always, Smith picked up on the first ring.

"Yes?" His usual response.

"Hi, it's me. I know this is unexpected, but I was wondering if you'd like to join me for dinner at my place tonight. I feel like I ended our conversation too soon and I'd like to talk to you about it."

"I have an appointment at five but I can meet you after. Six o'clock?"

"Six would be great. Thanks Smith, I'll see you soon."

The line clicked off. 'Hellos' and 'goodbyes' weren't a part of his repertoire. Sighing, Audrey looked around. She had a few hours before he arrived, time enough to straighten a few things and hop in the shower. As she let the water heat up, she glanced in her closet. A black dress hung towards the front, the tag still attached. A playful smile spread across her features. _Why not, _she thought? _Might as well test a theory while I'm at it. _


	4. Chapter 4

Audrey lifted the lid, releasing a cloud of warm steam that kissed her skin with lingering moisture. She added the noodles, turned down the burner and set the timer on her microwave. Italian sausage sizzled in a frying pan on the other side of the stove, adding a spiced aroma to the scented candle smell that already filled her apartment. Reaching across the sink, she lifted the window an inch or two from the sill to let some of the steam escape. The crisp freshness of an autumn evening crept inside, adding the finishing touch to an already pleasant atmosphere.

Glancing around, she checked to make sure everything was ready. Every tick of the clock's minute hand made her heart beat just a little faster. _Two minutes until Six, two minutes to calm down_, she thought. Letting out a breath she took a sip of wine and went to check her reflection.

The black dress she was wearing was bought on a whim. Its plunging neckline was more revealing than her comfort level would usually allow, but she had felt so confident trying it on in the dressing room that she decided to take a chance. It didn't help that she had been ridiculously horny that afternoon -her own fault. A result of watching macho action movies the night before, and thinking about Smith nonstop throughout. No matter how nervous she felt about addressing this... _sensitive_ topic with him, Audrey was glad she was doing it. She knew she couldn't go much longer keeping these feelings inside. They would either manifest in an explosive confession or more sultry impulse buys. Neither of which, she felt she could afford.

Giving herself another quick once-over, Audrey fluffed her hair and adjusted her breasts in the not-so-comfortable tightness of her push-up bra. _Damn,_ she thought, _if this doesn't get a reaction out of him nothing will_. _Not to mention my pride will be crushed and I'll never want a man to see me again, so...Either way. _

There was a knock at the door. Audrey checked the time. 6 o'clock on the dot.

Taking one last deep breath, she met her own gaze in the mirror. The woman looking back at her was determined, strong and beautiful. Everything was going to be fine.

* * *

The door to Audrey's apartment opened and Smith did what he always did: he observed her and processed the information. Normally what that meant was that he would note her expression and body language, check for signs of fatigue or harm to be sure that she was well. On occasion, an alteration in her appearance would signify some change or event; a new hairstyle for summer, a t-shirt from the marathon she ran last Wednesday. Tonight however...tonight was something different.

Audrey was wearing a dress that he'd never seen before. It was formal, which implied their conversation would be a serious one, but it was also very revealing and Smith wasn't certain what to make of that. He noted how perfectly it complimented her form, as if the garment had been programmed to accentuate the curves of her body. In the fraction of a second after she opened the door, his impeccable gaze had studied ever inch of her in that ebony gown. The swell of her breasts when she breathed, the graceful line of her neck, the fullness of her chest, her collarbone, her breasts._ Wait. He had noted those already. Why was he going back to that? Maybe the system was glitching._ The dress was certainly designed well, it kept leading his eyes back to that commanding focal point.

In that bizarre moment, Smith was grateful for the unintelligible speed at which his mind worked. His time spent calculating and puzzling was imperceptible to his human companion and therefore would not give him away. It also helped that his glasses added an extra layer of defense.

"Hi, thanks for coming. I hope this didn't disrupt your evening too much, but I didn't feel it could wait." She stepped aside, welcoming him to the familiar warmth of her home.

He entered. The door closed behind. "My other appointments were easily rescheduled. You wish to continue our conversation from before?"

"Yes," she said. He noted hints of hesitation in her voice. "I thought about it when I got back and I think we both grazed over some pretty serious topics that we need to address."

"Topics that relate to my offer?"

"That. But also other things. Subjects, that I feel, we've been circling for a while now."

"I'm not sure I understand what you mean."

She was fidgeting. "You will. But let's sit down first. I just need to drain the pasta."

Smith took a seat at the kitchen table while Audrey busied herself in the kitchen. He analyzed the table setting, noting the more expensive dishware and flickering candle light. When his gaze returned to his hostess, he couldn't help but trace her figure with his eyes. She was silhouetted perfectly against the glare of the kitchen light. The steam from the pasta water wafted and curled about her dramatically.

Smith's recent musings had led him to ponder something: the possibility that Audrey was able to alter the fabric of the Matrix around her. Perhaps subconsciously, since drama and vanity didn't fit her character profile. But as a waker with awareness of her artificial surroundings, it was certainly feasible. Why else would these mundane elements of the unnatural world appear to dance around her so?

The light in the kitchen went out and Audrey placed a warm plate of food in front of him. Normally she didn't bother to offer him anything, but during one of their earliest meetings -post the assignment- Audrey had explained the importance of dinning within human social customs. If someone offered you food, she had said, it was polite to accept it. And, on the occasion that Smith needed to interact with humans for intelligence missions, making a show of physically eating would help him "blend in" and seem less "robotic."He could tell from the atmosphere, the plating, and her enhanced appearance, that she was putting in an effort for _his_ benefit. Why, he wasn't yet sure. But, for her, he would be polite and play along.

Smith picked up his fork and adeptly twirled a cluster of noodles. He put the food in his mouth wherein the code dissipated and ceased to exist. No chewing or swallowing required. Smith simply didn't see the point of trying that hard.

"How is it?" Audrey asked him, the light of anticipation in her eyes.

_Damn._ He had forgotten to taste it. How did human's normally describe food? "It is...good." he said.

Audrey smirked and took a bite of her own. He studied her expression as she tasted the food she had made. The edges of her lips turned up with pleasant satisfaction and she shook her head, causing her hair to flow over her shoulders.

"I'm glad I decided to splurge and get the good sausage. This is delicious, if I do say so myself." She cocked a sculpted brow at him before taking a sip from her wine. Smith almost considered taking a second bite and activating his tasting drive. However, the fact that he had never tasted _anything_ before, and therefor had nothing to compare it to, quickly stifled that impulse.

Instead, Smith set his fork down and folded his hands, content to let Audrey enjoy her meal while he continued to study the unusual effect of seeing her in this dress. Surely there was an algorithm behind it that he could decipher. But before he could get too far, Audrey drew his attention by pushing her plate aside.

"Your food will get cold." he stated.

"That's alright, I can always heat it up later. Besides, I didn't ask you here to watch me eat." She took a deep breath. Her hazel eyes jumped up to meet his, only to get stuck behind the wall of his sunglasses. "Would you mind, taking those off please? I'd like to see you when we talk."

Smith didn't bother to curb his physical reaction to this request. His jaw tightened and he knew that Audrey noticed. Still, her expression remained honest and open. She was trusting him and asking him to trust her in return. Smith was surprised to find that was all the information he needed to process this request, and obligingly removed his glasses.

Something in Audrey's demeanor changed when she met his unhindered gaze. He detected a jump in her heartbeat, and noted the minute flux in her expression. Something seemed to solidify in her then. She smiled at him, a closed, teasing smile that implied many things but gave away nothing. He wondered what she was thinking.

"You're very handsome, Smith. Do you know that?"

Now it was his turn to raise an eyebrow. "My appearance is irrelevant to my purpose. It's not something I think about."

Leaning an elbow on the table, Audrey propped her chin in her hand and studied him unabashedly. Having her full attention on him was pleasing, exciting almost. Smith found that he liked knowing she was examining him with an acute focus, as he so often did when looking at her. Her other arm pressed against her chest as she leaned forward, pushing her breasts together in a very distracting way.

Something in his code was buzzing. It was a similar sensation to the one he often encountered when pursing a target. The fact that he was experiencing it now was very peculiar and Smith made a note to go back to this moment later in his records and analyze it. For now, he decided to lean in to the new experience. Might as well indulge in these reactions so he could study them later.

Smith also put his arms on the table, his fingers intertwined, and leaned forward as well. This made Audrey smile. Her eyes raked over him.

"What would you say if I told you, that I think about it a lot?" she asked him.

"I would say that it is common for humans to be preoccupied with the appearance of others. It's how you classify one another and it guides your decision making where others are concerned."

"That's true. But, usually, when someone spends a significant amount of time thinking about someone else, it means they have a particular interest in that person."

"You're saying that you're interested in me." Smith confirmed.

She held his gaze for a moment. In the candlelight, her eyes glistened a honey brown. "I am."

"That's not a surprising revelation," he said calmly. "I'm an agent, a program of the Matrix. Inherently, it stands to reason that I'm more interesting than any other human you might encounter. Is this the subject you feel we've been circling?"

"Not quite," she said, a hint of laughter in her voice. "In fact, we're still circling it now. Hang on, let me think." And she pushed back from table, dipping deeper into the flickering shadows. Her eyes remained glued to him, and he could tell that she was worrying the inside of her lip while she thought.

Before he could interject, Audrey spoke. "Last week, we talked about human relationships. About how, they're about finding an equal, someone who you enjoy spending time with, and who you think about when you're not together."

"I"m not sure I like where this is going."

"...I didn't think you would. But... Smith, the fact of the matter is, you and I have a relationship, and I know you're inclined to insist that it's just a matter of business or, I don't know, practicality that's been keeping us together. But I disagree. I... have feelings for you. And I think you might be experiencing something similar."

Smith leaned away, his brow furrowed. He was inclined to react defensively. The idea that he had succumb to human emotion was an attack on his mechanical pride. If anyone else had suggested such a thing, he would have broken their arm. However, when he looked at Audrey, glowing in the candlelight, his temper quelled. His monitoring systems were locked on her body's reactions. Her heart was beating so fast, and her hands were trembling. She was afraid.

_Afraid of what?_ He thought. _Of my reaction? She knows I would never hurt_ _her_. Still, the signs were there and Smith did not want her to fear him.

Keeping his voice low, he said, "I can assure you, I am incapable of human emotion. If I have misled you with my recent attention then I apologize. But the only thing that drives me is logic."

Audrey held his gaze. Her expression was difficult to read and once again Smith was left wondering about her intentions. Audrey crossed her arms then, frowned at him and continued with a determination that caught him by surprise.

"That isn't true," she said. "Just a few weeks ago we discussed the complexity of your '_sensations_.' The enjoyment you take from catching a rebel and the excitement of breaking them in interrogation."

Smith resisted the urge to grind his teeth. He shouldn't have shared that with her. Now she was using it against him and twisting his meaning. "That's different," he insisted. "Agents can experience accomplishment, it isn't emotion-based."

"Well, I _definitely_ disagree with that," she practically scoffed. "But fine. From your perspective: Where is the logic in your ability to _experience _these certain _sensations_?"

"It is logical to take pride in the tasks that the Mainframe assigns us. Completing said task and enjoying the path toward that accomplishment is a means of encouraging future diligence and success."

"So you think it all comes down to the Mainframe, and its goals?" There was a tone to her voice that one might call 'sassy.' Smith found it annoying, but also incredibly engaging at the same time. Her body language was shifting, taking on a defiant aura. Audrey sat up straight, topped off her wine and leaned an arm on the back of her chair. Smith couldn't help but feed off her infectious energy. Her heartbeat remained elevated, but he was pleased to see that her fear had subsided. He preferred to see her emboldened like this.

Smith continued. "As a program of the Mainframe, yes. It is a fundamental truth."

"What about the things you do for yourself, Smith? Or the things you do for me? You can't deny that in the last six months, your motivations have shifted. When we first met, you had that thing in your ear constantly. Now it's rare for an outing to go by without you unplugging for most of it."

At her words, Smith stiffened. Audrey set down her wine glass and leaned in. "I'm not saying that's a bad thing. Quite the contrary in fact. Your ability to think and act independently, while still working for a greater cause is commendable... It says to me that you're capable of achieving, and experiencing, much more than you think."

Smith's earpiece was buzzing. The usually comforting hum of the constant data transfer between himself and the Mainframe now seemed an irritating distraction. Smith wondered if it was wise to unplug for the remainder of their conversation, but the thought of removing his earpiece now felt like an admittance of submission, and Smith never relinquished the upper hand if he could help it.

Folding his hands again he said, "I never said I wasn't adaptable. Programs are constantly upgrading, it one of the reasons we'll always be superior to humanity."

"Ok, I'm going to pretend you didn't just say that."

"But I did say it, and you know that it's true."

Audrey took a big gulp of wine. "Alright then, _Mr. superior._ If you're so adaptable, why not challenge yourself. Experience a human sensation or two."

"Because human emotion is beneath a program's evolution. It would be a step backward."

"That implies that you've experienced emotion at some point. Logically, you can't effectively rule something out without testing it first." She was smiling now, the same teasing smile from before.

"What could possibly be gained from something like this?" he asked.

Audrey braced her arms on the table, once again drawing his eye to that captivating center point on her body. "It's my theory, Smith," she said, "that you are already experiencing something akin to human emotion and -dare I say it- I'd even go so far to say that I am the cause of that sensation. My feelings aside, doesn't it make sense to thoroughly explore this change in your programming? To see what your full potential could be? You said yourself that my insight into the way people think has helped you in your recent assignments. Imagine what you could accomplish with an understanding of the effect that feeling and emotion has on human decision making. You would be light-years ahead of other agents."

She was holding her breath, all the while Smith calculated the pros and cons of her portentous proposition. It was curious to him that Audrey had touched on the very question that had baffled him for these past six months. She was clever and very insightful for her species. It was something he had always admired about her. Still, admiration aside, he was skeptical. If they attempted this and their experiment failed to yield profitable results, the Mainframe could never know. He would surely be reprogrammed. But, in the off chance that she was right... After all, it was true that Smith's performance and rank had improved since his time with Audrey began. Perhaps these new sensations had something to do with it.

Smith squared his shoulders and, reaching for his earpiece, severed his connection to the Mainframe. Audrey quirked a brow, the corner of her lips turning up just so.

"Don't jump to any conclusions," Smith said intently. "I'm facing great risk even discussing this with you. But, the facts remain, there is _some_ logic to your theory."

Audrey's pulse jumped and her fingers jittered around the base of her wine glass. "Does that mean, you'll try it?"

"We'll need to establish some ground rules," he said.

"Of course."

"One: We will not refer to these things as 'feelings' or 'emotions.' The term 'sensation' suits me just fine and I want to keep it that way. Don't ask me how something makes me 'feel.' I will not respond to that. You may, however, inquire as to what I am... experiencing in any given moment."

Audrey nodded. "That's fair. If that's what makes you comfortable, we'll stick to that. Here's _my_ first rule. If we're going to get genuine results, you need to be honest with me. No holding back, no downplaying your experiences. I need the full, honest truth."

"Agreed. We'll need a deadline as well. How much time do you think is fair?"

"That's a good question. Are we planning to maintain our weekly get-togethers? If so, I think we'll need at least two moths."

Prolonging this experiment meant prolonging the risk that they'd be discovered, and Smith wan't comfortable taking any unnecessary chances.

"Let's say one month," he said. "We'll meet twice a week instead."

"I'm free Wednesday nights." Audrey smiled and sipped her wine. He could tell she was enjoying this, but that fact didn't bother him, neither did the idea of seeing her more frequently.

"We'll meet here for the sake of discretion. Which brings us to the task itself. How do you plan to test this theory?"

She looked serious then, though he noted a sparkling in her eyes and a rosiness in her cheeks. _Perhaps she's had too much to drink_. "I... haven't really thought that far out yet. I have a few ideas, some hunches I want to act on. But, if you prefer, I can put together a sort of...curriculum by the time we meet on Sunday."

"Please do. I'm... not entirely comfortable with this, Audrey. The more structure we can give it, the less likely I am to resist."

She laughed. It was a sweet, shy sound. "Look at you, displaying honesty right off the bat."

"It seems only fair, that the rule about being honest goes both ways."

"Absolutely."

"Then let me ask you something."

She nodded, "Shoot."

"When you admitted your feelings for me earlier, I detected traces of fear in your body's response. What were you afraid of, Audrey?"

Even in the low candlelight, Smith noted the flush that spread across her flawless complexion. Her heart rate increased again but she took a small, steadying breath and answered him calmly. "I, um. I was afraid that you might reject me. That you would either blow off my feelings or suggest that we stop seeing one another. It's a scary thing to make yourself vulnerable like that, Smith. But I shouldn't have worried. You're every bit a gentlemen. And... whatever comes from the end of this experiment, I'm grateful for you, and your openness to try."

Smith nodded in return. As ludicrous as their endeavor was, he couldn't deny that we was intrigued by the notion. His fixation on Audrey was a matter of programming and, like all things within the Matrix, there was a reasonable explanation behind it. This approach seemed as good as any to uncover what that might be, and it meant he would see her more often in the process.

Leaning back he said, "Shall we begin tonight? No sense in wasting time."

A charming grin brightened Audrey's face that rivaled the glow of the Candles. She was blushing again, he noticed. Smith would have to inquire about that reaction and the meaning behind it. But before he could, she stood up, bringing his gaze with her. Audrey let out a little breath and fished her glass of whine. When her eyes met his they were dark and tempting.

"Why not?" Her voice was different suddenly. lower, more...melodic. Audrey surprised Smith when she sat on the table beside him, crossing her long legs with a motion that sent his tracking algorithms whirling. He now had a terrific view of her thighs and the slender strength of her calves. Keeping with the Honesty Clause, Smith didn't bother to hide the fact that he was studying her, mapping every line and curve of her body. When he finally met her gaze, he felt confident that she approved of his looking.

"If it's alright with you," she said, "I'd like to try something physical, to see how you react to my attention. It's a little bold but, I think it's a good way to start. What do you say?"


	5. Chapter 5

"If it's alright with you," she said, "I'd like to try something physical, to see how you react to my attention. It's a little bold but, I think it's a good way to start. What do you say?"

Smith nodded. Over the course of their working together, and the outings that followed, Smith and Audrey had touched one another on several occasions. Their initial physical encounters -a tap on the shoulder, a guiding hand on the arm- yielded little to no reaction. But there had been a moment toward the end of their assignment, when rebel interference threatened to put Audrey in danger, that stood apart in his memory files.

In an emboldened show of offense on their part, one of the unplugged had dared to shoot at him and his human informant. Smith recalled shielding Audrey with his body and moving her out of the path of the rouge bullet. He countered, and killed the man with a single shot. Normally, Smith would have pursued the dead man's compatriots himself, eager to hunt them down like the vermin they were, but something in the way Audrey was clinging to him, the way her body trembled against his, made him stay. He'd sent Brown and Jones after the fleeing rebels and lifting Audrey into his arms, carried her to his car. That was the closest they'd ever been to one another. The walk to the car lasted a total of twenty-three seconds, but Smith had replayed the moment over and over again long after the ordeal passed.

Thinking back on it, he _had_ experienced a reaction to her closeness. But it wasn't just that the projections of their "physical" selves were touching one another, it was his sense that she wanted to be near him. That she held on to him as a source of security and that she trusted him to protect her.

Looking at Audrey now, Smith wondered if this physical act would resemble that previous encounter. Something in him hoped that it would.

"What do you need me to do?" he asked.

Audrey tucked a loose strand of hair behind her ear. She was nervous, her heart rate elevated. "Um, just, stay where you are. I'll come to you." And she slid off the table. Smith watched as Audrey came and stood before him. Carefully, she lowered herself onto his lap, straddling him so that they faced one another. Audrey rested her arms on his shoulders, her slender fingers clasped loosely behind his neck. Though she was practically shaking, she held his gaze with strength and courage.

He could sense her tension and wondered if this was a normal reaction. Before he could question it, she spoke.

"Is this...ok?" Audrey asked. Smith detected a lift of hopefulness in her voice. Their closeness was unusual, and had it been anyone else Smith was certain he would have detested it. But, this wasn't a fellow program, nor was it one of the humans that he so loathed. This was Audrey. This was Audrey's warmth -as artificial as it may be- and Audrey's weight that rested against him. Smith was surprised to find that he was inclined to raise his hands and place them on her thighs or around her lower back. He supposed, therein lay the answer to her question.

"It is." He said, carefully. At his words, Smith felt her relax. The change from one state to another was extraordinary. A moment ago, Audrey sat on Agent Smith like a coiled spring, poised to jump at a moment's notice. Now she practically melted into him. Smith noted the swell of her body against the strength of his thighs, the gentle rise and fall of her chest so close to his own. He had never considered the space that his "body" occupied until now. Here, in this moment, he was acutely aware of its presence in this place, on this chair, beneath her.

Audrey wet her lips, pulling his gaze to her mouth. "What are you experiencing, Smith?" Her voice was low, gentle, soothing.

"Many things. One of which is that I find this encounter is far better when you are relaxed."

This made Audrey smile. Her blush deepened. He continued, expressing his reaction to feeling her weight on top of him and his sudden awareness of his manifested being. While he talked, Audrey's eyes remained sharp and receptive. Smith was pleased to see that despite her emotional connection to this experiment, she was remaining studious and that drew him to her all the more.

"I would like to touch you." Smith said, looking to her for approval.

Audrey blinked her honey brown eyes and nodded silently. A strand of chestnut hair tumbled around her face. Smith calculated the particle trajectory of its decent and again noted the perfection of where it now came to rest against the soft curve of her cheek. Slowly, he put his hands on her body, resting them first against the exposed skin on her thighs and then moving them up toward her core. When he did this, the hem of her dress was pushed backward and Audrey's hands quickly came down to stop it. He glanced at her face to see if he'd done something wrong. Even in the dim shadows cast by the candlelight, he could see the red across her cheeks.

"Are you alright?" he asked, keeping his hands where they rested against her hips.

Audrey nodded again and swallowed. Her heart rate had spiked and he could feel heat radiating from her. "Yes. Sorry, I should have worn a longer dress."

"You do not wish me to see you exposed?" he asked.

Audrey's eyes widened slightly. "I... do, actually. But I think we should work up to that. Were you trying to push my dress back?"

"No. I was focusing on your body. Your clothing, or lack there of was not my concern. Should I take that into account going forward?"

There was a twinkling in her eyes. When she spoke, her voice was hushed. "No. That's ok. I think it's important that you act on whatever you're experiencing in the moment. I'll stop you before you cross a line." and with that she pulled the hem down, letting the lacy fabric rest on her golden skin while her hands resumed their place behind his neck.

Smith moved his hands up her body and around her rib cage. There was a sturdiness and strength to her that he had not measured before. As a human, he assumed her frail and fragile. Smith knew, even now, he could crush her if he wanted to. But against his hands he sensed Audrey's warmth and the life that was represented in her body's breathing. It was such a curious thing to consider, for here in the Matrix, where nothing was material, such sensations were a matter of code. But Smith had existed within the "reality" of the Matrix for so long now that what was real and what was code had become an ouroboros, cyclical and contrasted, yet one in the same. Smith reminded himself that outside of the Matrix, Audrey had a real body that could be touched, but there he would have no means to do so. Only here could they share in this experience.

Acting on a whim, Smith did as Audrey suggested. He pulled her body close to his and attempted to recreate the sensation he'd encountered when carrying her to his car. One arm curled around her shoulders and brought her down to rest upon his chest, the other pushed her pelvis against his own. Audrey stiffened for a moment but then relaxed. She nestled in to his embrace.

"Do you remember that day by the warehouse?" he asked.

Her small hand gripped his jacket lapel. "How could I forget? That was the scariest thing that's ever happened to me, apart from waking up. I couldn't believe another human would try to kill me."

Smith's hold around Audrey tightened. He was very possessive of her and had been for some time. It still baffled and angered him that the rebels had dared to attack them as they had. His only regret from that day was that he didn't get the chance to torture the man who made an attempt on Audrey's life. Smith would have liked to break him. His would be a slow, anguished demise. But, in the moment, a bullet between the eyes had been sufficient.

"The sensation I experienced when carrying you was the first measurable reaction I've encountered during our time together."

Audrey rose from his chest to meet his gaze. She blinked a few times, her eyes searching his. "That was an important moment for me too. I was so scared, Smith. But, the way you protected me, and carried me to safety. I was afraid to hope that maybe you fel- _experienced_ something as well."

"You wanted to be near me, when I held you?"

"I did." She said quietly, and ran a gentle hand up his chest to rest upon his shoulder. "I do now."

"I... was pleased that you did."

Audrey lowered her gaze to his mouth, her thick lashes hooded her sparkling eyes. "Smith." She said, her voice barely a whisper. "I would like to kiss you."

Smith had come across the human practice of kissing in his research. The act, like all the others, seemed pointless and unhygienic. At the moment, Smith was content to continue with touching and holding. There were still many variables that he wanted to test. Before he could voice this however, he looked into her eyes and something stopped him. There was an electricity in her stare that filled the space between them. It hummed and buzzed around him with a familiar power and pull.

Smith blinked. _How peculiar, _he thought, _to experience such a thing with an organic lifeform. _Curious to explore this sensation, he gave Audrey his consent.

"I don't know what to do." Smith said honestly.

Audrey brought her hands to either side of his face, the buzzing intensified. "I'll lead the way," she said. "Close your eyes."

Smith obliged. A moment later he felt her breath upon his mouth, followed by the soft press of her lips against his own. Something sparked inside him. A current was ignited, transmitting data between Audrey and himself in a manner he'd never experienced before. Following the rules of their agreement, Smith stifled his urge to lock down. It was difficult for him to remain open to her, but also exhilarating to let go. Smith allowed his hands to tighten around her which made Audrey move her mouth against his. There was a tingling sensation, accompanied by a warmth and softness that Smith found unfamiliar and tantalizing all the same.

When Audrey pulled away, their connection was severed. Smith's brow furrowed at her absence, but still he waited, keeping his eyes closed in anticipation for the kiss to continue.

Audrey giggled, a sound more pleasing than any. "You can open your eyes now." she said sweetly. Her fingers stroked behind his ear with a motion that kept the energy between them buzzing. He met her gaze and found her rosy and glowing.

"You were frowning. Did you not enjoy it?" she asked hesitantly.

His furrow deepened. _How could she draw such a conclusion? _"On the contrary," he stated firmly. "That was a highly invigorating experience. Did you detect the current that passed between us? It was almost akin to the connection I make with the Mainframe."

Her smile was full of laughter, "Should I be jealous of your earpiece?"

"Audrey," he said firmly, his expression unwavering.

"Sorry. Yes, I did. We humans call it a spark. You felt it too?"

"I _felt_ nothing but experienced much." He said, a brow raised with warning. Still, his grip on her tightened. Smith moved his hands up the side of her body and over her thigh. Audrey's warmth melted into him, hinting slightly at the transference they had shared a moment before.

"We should continue." Smith said, his gaze seeking out the fullness of her parted lips. This night had already uncovered so many surprising revelations, and Smith found he was eager to pursue it further. With a smile Audrey kissed him briefly, touching her lips to his for but a tantalizing second. She then rose from his lap and taking Smith by the hand led him to her sofa.

Audrey sat down and pulled him to her. One leg went across his lap. He cupped her thigh and cradled it close. His arm made its way behind her back to support her and keep her pressed against him. Smith found that he wanted as little space between them as possible. The more they touched, the stronger the electricity. Audrey's hands pressed against the wall of his chest. One made its way to his neck and slipped beneath his shirt collar. With gentle pressure she pulled his face toward hers. Smith closed his eyes and waited for the spark.

When her lips moved over his, the energy between them pulsed to life. She was so gentle, experimenting with little kisses that sent electric spikes zipping through his code followed by a dizzying surge when she pressed the swell of her lips flush against his and held it there. Through the commotion of incoming data, Smith stayed locked on to Audrey's physical reactions. Her heart was racing, her breathing strained. With their mouths locked together, her air supply was limited. Still, selfishly, he held her against him, his other hand resting against the back of her head, not wanting the connection to end.

Audrey pulled away slightly and caught her breath. Smith held her head close, their lips practically touching. He searched her eyes. His, he feared, were full of questions. Hers were dark and wanting.

"Mimic my movements," she breathed. "If something comes to you, follow your instincts."

Smith nodded. Running his fingers through the thickness of her hair, he cupped her face and studied her. What a curious creature he had captured. She was wild and alive in a way that he never imagined could inspire such admiration from him, especially for one of her kind. Thinking on it now, Smith wondered if he'd always detected traces of this energy from Audrey. Perhaps that was why he was drawn to her, why she preoccupied his thoughts and motivations. No matter the reason, his reaction to it was captivating and here in this moment, she was watching him, waiting, wanting him to explore it further.

Cradling her head in his hands, he brought his mouth to hers and attempted to replicate the intoxicating gesture. Their lips met and the current swelled between them. Smith followed her lead, pressing and caressing with a cautious curiosity. Audrey pushed back a few times to catch her breath, but Smith soon captured her mouth again, hungry for her spark. Her kisses were energizing, his own personal battery. Smith knew in that moment that after tonight he couldn't , wouldn't give this up.

When Audrey's tongue touched his lips, a jolt passed through him. Smith opened his eyes, holding her in the blue depths of his powerful stare. She smiled playfully at him and teasingly licked his lips again. Without thinking he opened his mouth and she returned to him hungrily. This was a new sensation all its own, all encompassing and threatening to Smith's sense of restraint and control. When her tongue slid over his, the Matrix around them seemed to blur, there was only the two of them and the power that flowed between.

Smith lifted Audrey slightly, readjusting their position so he was practically on top of her. Before she could protest, he put his mouth on hers and silenced her remarks. Now he had better access and could devote himself to the task. The more he explored the more Audrey reacted. At one point she moaned against his mouth. The vibrations were pleasing but it caught him by surprise. Smith pulled back, just enough to check her reaction. Carefully he brushed the hair from her face. She was breathing heavily, the captivating swell of her chest was hypnotic.

With a hand against his face she said, "We should probably slow down, maybe analyse what you're experiencing."

Smith shook his head. "A logical idea. But I can't focus on that right now. I need more of this...More of you."

Her blush deepened, and he bushed his thumb against the warmth of her cheek. "Why do you do that?" he asked genuinely. "What does it mean?"

Audrey smiled. Her mouth, he thought, was a wonderful thing. "It's because I'm embarrassed. But mostly excited."

"Then we should continue." he said softly, and moved to kiss her again.

Audrey stopped him, her fingertips on his lips. "I will need to sleep eventually." she whispered.

"The night is long. I'll kiss you until you fall asleep," Smith's voice shadowed her whispered tones. He wasn't sure why he'd said that, but when he did a light shone in Audrey's eyes. When he saw it, he could almost swear he sensed their current ignite, their faces still inches apart. She wrapped her hands around his neck and reunited their lips in a kiss that rivaled all those that came before. Agent Smith decided then to break protocol, and indulged in the pure sensation of the moment. Diving in, he sought all that Audrey would offer him and wondered what more would come from the month that stretched before them.


	6. Chapter 6

Audrey reread the last line of the document for the 12th time. The fingernail of her thumb was poised between her teeth, daring her to bite it. She was really trying to break this habit, but it seemed she couldn't concentrate without falling back to it in some way or other, especially when she was nervous.

Coming up with a strategic plan on, "how to test if your program boyfriend actually cares about you" was harder than she'd thought. They had four weeks and eight sessions to try and sort this all out. On top of that, Audrey didn't know how strict Smith would be about their deadline. If they didn't find the answers they were looking for before the month was up, would he just end things? Go back to his closed, walled-off self? _He might, _Audrey thought. That's why she had to take advantage of his openness while it lasted, ask all the right questions and -hopefully- help him come to the answers that she was hoping to hear.

_No,_ _that's not the point of this. _Audrey scolded herself for thinking so selfishly. Smith acknowledging that he "felt" something, specifically for her, was the best case scenario. It was her personal goal, but it wasn't the only goal. If Smith walked away from their experiment with even the slightest acceptance of human or human-adjacent experiences, he would be better for it. It would be a monumental achievement never before reached by program or machine. And, most importantly, he would know himself. He would understand what he was experiencing and why.

The thought of that closure for him warmed Audrey's heart. He wasn't lost per say, and he would never admit to it if he was. But she could tell that he was confused, especially after their encounter on Sunday.

Audrey groaned and hid her face in her hands. She was so torn about that night. On one hand, she was ecstatic, twitterpated and over the moon with emotion. The memory of his passion haunted her with incessant desire. He had kissed her so fiercely, he held her so tight. His lips on hers had burned a wanting on her skin and a need in her heart. Smith wanted her, he'd made that perfectly clear. Knowing this filled her with such excitement she could hardly contain it. However, on the other hand, she couldn't help but feel guilty about what she'd ignited in him.

Smith had kept his word and kissed her until she practically passed out -from exhaustion or sleepiness, she couldn't remember and she really didn't care. But she had let him do it, indulged in her own need for his attention and neglected her responsibility to his understanding. By selfishly baiting him with the thrill of physical intimacy and then not exploring his emotional reaction, Audrey feared that she'd left Smith even more confused than when they started.

Of course, he had been the one to insist they continue, even when she tried _twice_ to take a moment to pause and reflect. But these sensations were new, the emotions quite overpowering. She had to take control, be his guide and help him understand -and accept- the feelings behind the physical pleasure.

Audrey's eyes jumped again to her laptop screen. Most of her free time these last three days had been spent editing and perfecting their "sensation curriculum." Working on this had been a strange endeavor and somewhat of a romantic buzzkill. Her inner Casanova wished she could throw all the explanations and discussion out the window, trading contemplative emotional analysis for impassioned lessons of the flesh. But such ideas were selfish and foolish and pointless in the end. Besides, she wasn't that bold. Wine had been her hype man three nights ago and she couldn't -wouldn't- fall back on liquid courage to get her through this next month with Smith. She didn't want that anyway.

Audrey leaned back, pensively bringing her fingers to her lips. She swore she could still feel him there. She wanted to feel him there again. She wanted to feel him everywhere. But most of all, she wanted to savor every second, every touch, and live fully in every moment. No more drinking when they met, not if she could help it. Audrey needed to preserve every instant in clear, unaltered memory. After all, when their month was over, she may never get the chance again.

Not wanting to dwell on the impending shadows of their uncertain future, she shook her head and gave the document a quick once over, determined that this review would be her last. Audrey made one final edit and pressed save. She sent two copies to the printer and quickly went to retrieve it. God forbid one of her coworkers would see what she was working on in her spare time.

* * *

Audrey had just made it back to her apartment when Smith's black town car pulled up out front. She pulled her keys from her purse and smiled at him as he got out.

"Perfect timing," she said, tucking a strand of hair behind her ear. It had been unusually windy that day. She hoped she didn't look too disheveled from her walk from the train station. As usual, Smith was an impeccable wall of ambiguity. But damn, if he didn't look handsome in the light of the sunset.

"I can pick you up from work on Wednesdays." he said in his familiar staccato. "It would save you the commute and we could start earlier."

Audrey's smile widened. "That's kind of you to offer. I guess if you're coming from downtown anyway, sure. I'd be happy to carpool with you Smith."

He gave her a deliberate nod and Audrey unlocked the door.

Neither of them spoke as they made their way up the two flights of stairs to Audrey's apartment. Comfortable silences were a part of their dynamic that she'd always appreciated. It had also been an early sign to Audrey that there was something more to the way she felt about her agent companion. She rarely felt this relaxed in anyone else's company. Tonight, however, her mind was racing with questions.

_What should I do when we get inside? Should I kiss him? Give him a hug? Should we talk about it first? _Audrey unlocked the door to her unit and sent Smith a shy smile over her shoulder. Together they crossed the threshold. She closed the door and turned the latch, sealing them in for the night.

When Audrey turned to face Smith, her breath caught in her throat. He had removed his sun glasses, captivating her instantly in the steely gaze of his icy blues. In one movement, Smith removed his ear piece and advanced toward her, causing Audrey to take a reflexive step backward. When she hit the door she felt his warmth surround her. Smith's chest touched hers, but just barely. His lips hovered above her own, his hands -one ghosting just a hair beyond her shoulder, the other like a shield beside her face- teased her skin with their temping nearness. He held himself there, towering over her, around her, not quite touching but filling the space between them with the most intoxicating energy.

Audrey took a slightly shuddered breath, wanting desperately to close the gap between but waiting, for the sheer curiosity of what he would do next. When she felt his words upon her mouth she closed her eyes and tried to concentrate on what he was saying.

"We did not discuss how we might great one another during this time. According to my research, many _human_ couples mark their reunions with a kiss. I've found that, since that night, I can think of little else."

At that, Audrey opened her eyes. She held the intensity of his gaze and challenged it with her own. Looking to his mouth she leaned slightly forward, just grazing his lips and teasing him wickedly.

"If you want to kiss me, then kiss me." She'd hardly finished her sentence before he obliged. At his touch, Audrey melted into him. Suddenly, three days felt like a lifetime. She breathed him in and wrapped her arms around him, feeling the strength that lay hidden beneath his professional facade.

For one overwhelming minute, they indulged themselves, basking in the memory of that familiar, invigorating heat. However, before the rapture could consume them, Audrey's voice of reason somehow broke through. She braced her hands against his chest and pushed back. When he tried to reclaim her lips she resisted, this time with more determination.

"Smith." she said, trying her best to demand his attention. "This is... amazing, _I know_. But we have to take it slow. We have to... talk though things, not just experience them." God, she hated herself for saying that. All she wanted now was to experience everything that Smith was willing to give her. But she knew, she knew she'd hate herself the next day if she did.

Audrey cast a hesitant glance at Smith, half expecting some look of emotion on his face. But, as per usual, he appeared collected, if not somewhat intense. He held her gaze for a moment before nodding. His grip on her loosened, but he did not let go and Audrey was grateful for it.

She let out a little sigh and brushed the hair from her face. Wetting her lips she said, "Let's agree now that when we meet for these... sessions, we can great one another with a simple kiss or a hug. I'm not sure how long my self control will last if you throw me against the door every time."

"What would you classify as a 'simple' kiss?" Smith asked.

Audrey couldn't help but smile at his innocent yet serious remark. "Um," she said, laughing as she said it. "I suppose it's, something like this." And she leaned forward. With one hand resting gently on the side of his face, Audrey brought her lips to his. She leaned into him, reveling in the energy that passed between them. Sweetly, but not with too much passion, she moved her mouth over his caressing him just so before she pulled away. When she met his eyes, Audrey could tell that he was processing the information.

"See the difference?" she asked, somewhat shyly.

"I believe so. May I try?" he asked.

Audrey blushed and nodded silently. Smith brought his hand to cup her face as she had done and gently pulled her near him. This kiss was far more gentle, lacking the demanding need when he first claimed her lips not moments before. Smith kissed her briefly, teasing her mouth with his electric current before pulling away, leaving her lips tingling and wanting more.

"Was that, 'simple?'" Smith asked, his face still so very close to hers.

Audrey swallowed. She shook her head 'no' but said quickly, "Yes, that was perfect, Smith. Well done." Audrey awkwardly patted his shoulder before stepping out from under him. Wordlessly she went to the kitchen to grab a glass of water. When Audrey turned back, she studied him as he stood silently in the door way. Taking another sip, she said, "Now seems as good a time as any to begin processing your sensations, then we can go over the curriculum I put together. What do you say?"

Smith nodded and slid his hands into his pants pockets. An odd gesture for a program, Audrey thought, but it did make her feel more at ease.

"Just now you said that, for the past few days, you could think of little else than kissing me. Why do you think that is?"

"I'd like to begin by clarifying that though my thoughts, if you can call them that, have been preoccupied with the anticipation of kissing you again, I have simultaneously maintained a clear and consistent focus on my daily tasks and responsibilities. I did not intend for my statement to mislead you into thinking that my interest in our meetings has distracted me from my work."

Audrey's brow furrowed slightly and she set the glass down. "Why do you feel the need to specify that information, Smith? I'm not the Mainframe. It doesn't matter to me if you're distracted or not."

"I concluded that was likely the direction you were going with your line of questioning." he said.

_How curious, _Audrey thought. She shook her head slightly, "It wasn't. I meant to lead into the possibility that, perhaps, the... _sensations_ you experienced on Sunday Night surrounding our kiss might have stuck with you. Did they?"

Smith paused, holding her gaze. "I suppose they did."

"Can you elaborate on that?" Audrey asked.

"I've replayed my memory logs from that evening many times since, to effectively analyze the experience."

"And? What was your conclusion?"

"My current hypothesis is that this energy we share must be unique to you and I." he said, stepping further into the kitchen. "It occurred to me that, even though I had not experienced the spark until our kiss, it is likely that I've detected traces of it from you for quite some time, perhaps even since our working relationship began. That is what drew me to you, it is why I think about you when no other human, apart from the occasional target, has ever occupied my mind."

Audrey studied him for a moment. She knew what she wanted to say, but not quiet how to say it. "I'd like to make a human comparison to what you're describing," she ventured. "It boarders on one of our rules, but perhaps, in this context, you'll permit me to explain."

Smith folded his arms but gave his consent for her to continue.

"If you were human, I'd say that it sounds like you _'had a feeling'_ about me."

Had Smith been the eye rolling type, he would have done so. Instead he clenched his jaw and narrowed his eyes at Audrey. She decided to continue before he could interject.

"Often times, when humans talk about love, there are all these vague sayings that people use. They say things like, 'when you see _the one, _you just know.' It's a 'gut feeling' or a 'natural attraction.' Similar to what you're describing, these human feelings are often unexpected, all consuming and directed exclusively to one person."

"There is no logic behind the statement, '_You just know._' Nothing '_just_' happens, there is always a cause and effect to everything, especially within the Matrix." Smith countered.

"Oh, I agree. But that's one of the mysteries of the human condition, Smith. So much of what we do is illogical, and love defies all logic."

"We agreed once not to bother discussing the enigma that is humanity's concept of 'love.'" Smith said. "Something that is without logic is immeasurable and nonsensical, and therefore a waist of time to attempt to understand."

Audrey bit her lip and leaned back against the counter-top. "We did agree to that, but that was before we started down this road... Don't get me wrong, I don't want our meetings to devolve into an existential exploration of what is human and what is machine. We need to stay focused. This is about you and me, what _we're_ experiencing and what that means to us...I think, however, that since I am one half of this equation, and I am human, that we need to stay open to some emotional conclusions. For now, we don't have to talk about love. That's a scary topic for us humans too, trust me. But, down the line... can we agree to cross that bridge if we come to it?"

She held her breath, and she didn't really want to think about why. Audrey felt safe with Smith, she knew she could be open with him. But god, it was day one and they were already talking about love? Part of her hoped it wouldn't come to that. _Don't fall in love with a program, Audrey!_ she told herself. _No matter how wonderful it may seem...__everything would be so much easier that way..._

Smith uncrossed his arms and went to Audrey. One hand braced on the counter beside her made a protective wall of his body. Audrey looked up into Smith's crystal blue eyes, wanting desperately to know his thoughts and feelings.

"_If_ we come to that, I will hear what you have to say." Smith said at last. His eyes jumped between hers, making the air between them crackle. "And for the record, love may scare you and your kind, but it has no power over me. If love frightens you, Audrey, tell me and I will protect you from it."

Audrey stared at Smith for a moment, wide-eyed and heart pounding. Then her shock melted into tender amusement and she leaned forward to kiss him playfully.

Smith's brow furrowed but he put his hand on her hip, holding her in place so she couldn't move away. "What was that for?" he asked.

"For being so obliviously sweet." Audrey replied. Her smile shone through her. This whole endeavor was crazy, but at least she was ready to begin.


	7. Chapter 7

Walking back to the entry way, Audrey retrieved her bag and took out the leather binder she'd brought home from work. Smith followed her into the living room where she handed him a small packet of paper.

"I wasn't certain how to go about this at first, so I thought it might help if we break things up by week. On Wednesdays, I'll introduce a concept for the two of us to explore. I have questions, and I'm sure you do too. That will be our time to discuss and experiment."

"Experiment?" Smith asked, looking up from the curriculum.

Audrey leaned against the arm of her couch. "Similar to Sunday. But with more direction," she quickly clarified. "Physical closeness and intimacy is big part of relationships, but it's essential to understand _and communicate_ the emotions, _or sensations_, behind what makes those actions so... electrifying. It's the 'why' of the experiment, the cause to the effect that you mentioned earlier. We dropped the ball the first night by experiencing without analyzing, and I'm partially to blame. That's why, going forward, we need to be diligent about talking through everything the same day they happen."

"That's very sensible, Audrey." Smith remarked. When he said it, Audrey paused. She was fairly certain she detected a trace of admiration in the Agent's gaze. The corners of his mouth held the faintest hint of a smile that only Audrey could recognize. Seeing this was encouraging and she continued with renewed confidence.

"Thank you." Audrey smiled before referencing back to the papers in her hands. "Sundays will be our day to really analyze whatever we uncover or experience from the previous session. Hopefully, we can form some general conclusions by the end of the week that we can then build off of when tackling the next concept the following Wednesday." She watched as he set the packet down on her coffee table. "Do you have any questions?"

"Not where the curriculum is concerned. It is a well laid plan, Audrey, smartly crafted and meticulous."

She gave a shy smile, "You hardly looked at it."

"I downloaded the information when you handed me the document." Smith replied casually. "If you're ready, we can begin with the first question."

* * *

Smith stood by the window in Audrey's living room, monitoring the people coming and going on the street below. It was evening, so traffic was minimal. Most of Audrey's neighbors would be home by now from their nine to five shifts, it was that kind of neighborhood. Still, the Agent had identified a handful of shady characters in the area since his acquaintance with Audrey began, and he always made a point to watch for them when he was near. Audrey's safety had been and always would be a top priority for him. This part of the city where she lived was safe enough, but Smith found he much preferred the idea of Audrey moving uptown. Then she would be closer to his headquarters, and he could come to her sooner if the need ever arose. After the last (and only) attempt on Audrey's life, he'd used the attackers' corpses as a clear warning to anyone who might think of trying something so foolish again. It was unlikely that anyone would. Still, he hadn't expected them to be so bold in the first place. There was no such thing as being too careful.

After the attack, Smith had set up a 24/7 security perimeter around her block. Several weeks with no suspicious activity and he dispersed the guard. Audrey was never the wiser, and he wanted to keep it that way. She shouldn't be concerned with her own safety or the measures that were taken to ensure it. That was his job.

Smith turned his attention back to the apartment when he heard the click of a light switch. Audrey had excused herself to eat a quick snack, not wanting to interrupt their session once they began. From the sound of it, she had just finished brushing her teeth, and now emerged from the bathroom with a shy smile.

"Sorry about that," she said. "I'll try and eat before we meet on Wednesdays so you don't have to wait for me."

"That would be ideal." Smith replied, moving away from the window.

Audrey sat in the middle of the couch and looked up at him, her expression sweet and somewhat expecting. When he didn't move she smiled and said, "would you like to sit with me, Smith?" Audrey gestured toward the corner seat next to her. Recalling their last encounter whilst on that couch, Smith obliged, unbuttoning his suit jacket as he did so.

As soon as Smith was seated, Audrey moved closer, giving him her warmth. She tucked herself against him, the curve of her body matching his in an almost perfect shape. Smith raised his arm and wrapped it around Audrey's shoulders, pulling her closer. This reaction, though strangely involuntary, was as natural to the agent as drawing his gun. When his hand rested on her arm, Smith was once again reunited with the hum of their mysterious connection. Carefully, and with calculated movements, he grazed his fingers over her exposed skin, tracing the minute flux of energy as he moved from her shoulder to her elbow and back.

He looked at Audrey's face and saw that her eyes were closed, a pleasant smile painted lightly on her lips. Smith wanted to kiss her, but before he could Audrey's eyes opened and she looked at him with a mixture of strength and tranquility in her hazel gaze.

"This is nice," she said softly, "just being close to one another. I can feel our connection. Can you?"

Smith nodded, and when he spoke he matched her quiet and even tone. "I am experiencing it. It is a strange thing, but quite pleasant."

Her smile grew as she said playfully, "You admit that this is 'pleasant?'"

"Yes, and why shouldn't I?"

"'Pleasant' _to me_ implies a sense of happiness. That's an emotion, Smith." Her tone was teasing, her eyes twinkling just so with the hint of a challenge.

Never one to back down, Smith turned his body to face her more directly. His grip on Audrey tightened, pulling her against him just enough that she put her hand on his chest, keeping a few inches between them. "The word 'pleasant' means a sense of satisfaction or enjoyment. As I explained the other night, such experiences are acceptable within a program's repertoire, for the purpose of achievement and success."

Audrey pursed her lips at him. "Right." she said, her tone implying that she didn't agree. "And how does this sensation inspire your success, Smith? What do you wish to achieve?"

He moved his hand over her arm, tracing his fingers along the raised bumps that had formed on her skin. "You must be cold." Smith said, ignoring the question.

Audrey held his gaze, unblinking. "I'm not cold." Her voice was so certain, so direct. Smith sensed she was leading him somewhere. "You're giving me goosebumps. It happens sometimes, when we experience things."

Smith's gaze traveled slowly over Audrey's body, studying the signs. The fair hairs on her arm were standing on end. Ever-so-slightly, they followed the movement of his fingers. Smith was deeply intrigued. _How else might her body respond to his influence,_ he wondered? "The transference is similar to an electrochemical reaction." he said, his voice low, his tone reflective. "Your body is demonstrating a physical response to our energy, Audrey."

She stared at him a moment before resting her head on his shoulder. Audrey held out her arm. Together they watched this curious interaction, observing and experiencing in simultaneous tranquility.

"Here's the cause and effect you were looking for, Smith." Audrey said quietly. "But the equation is still missing something."

"What is that?"

"The 'Why.'...Why is my body responding this way? Why does the energy that's causing this reaction exist in the first place, and what does it mean for you and I?"

Smith looked at Audrey and took in her serious expression. "You have a theory." he concluded.

"I have a train of thought," she said. "If sensations exist to motivate your drive toward success, then the goal of that success must be known. How else, by your logic, could you effectively achieve it?" Audrey paused, organizing her thoughts. "Whatever the goal that these sensations are pushing you toward, it can't be part of the Mainframe's agenda, that just doesn't make sense -at least not to me. Therefore, it must be a self-driven need. An independent motivation. Wouldn't you agree?"

Smith processed her question. It was contrary at its core. Programs were not meant to have independent motivations. They were agents of the Mainframe, manufactured with a specific task in mind. Within the perfection of mechanical design, however, anomalies were known to occur. It was a logical side effect of the ever-evolving machine. Programs were designed to upgrade, to adapt. Perhaps this was part of his adaptation.

"My programming is constantly improving," Smith said, looking at his hand and studying its code. "It is what makes agents elite within the Matrix. Your kind are so chaotic and always changing. We must change too to keep you in line." She stiffened when he said that but Smith continued all the same. Now he was more or less talking to himself, giving voice to his string of consciousness. "It is possible that I have changed in this way. That I've learned from the satisfaction granted me in completing the Mainframe's tasks, and now seek it for my personal gain."

Now more than ever, Smith was glad he'd removed his earpiece. An entry like that would have terminated him instantly, and they'd probably kill Audrey too, just for good measure. Smith sensed in that moment that he was standing on the edge of something, dangerous and monumental. If he pursued this line of processing much further, it would be impossible to turn back. But stopping now would defy his upgrade programming and, if Smith knew one thing about himself it was that he couldn't stop. He was relentless, determined and he always got what he was after.

Smith turned again to look at Audrey, realizing that he wasn't the only anomaly in this equation. They were both something more than what they were designed to be.

"I suppose," Audrey said slowly, "That brings us back to my earlier question. Why do you find this encounter pleasant? What about it pleases you? And what do you stand to gain from that pleasure?"

These questions, though outwardly simple, proved difficult to answer. As he calculated his response, Smith decided to address the second question since it seemed the easiest to describe.

"What pleases me, is being close to you, and experiencing the energy of our connection."

"With me specifically?" Audrey asked, a small smile on her lovely lips.

"Yes. I am fairly certain that you are the only human capable of causing this reaction. Otherwise I would have sensed it elsewhere."

"And... you think that your sensing it in the first place, this energy, is what drew you to me."

"Yes."

"Then why haven't other agents 'sensed' it? I've spent some time around Agents Brown and Jones, and they never reacted to me the way you did."

"Not all agents are equally adept. Brown and Jones are highly capable but not nearly as advanced as myself." Smith said confidently. This got a wider smile from Audrey but she steadied her gaze and continued.

"True. But doesn't that imply that other, more advanced programs, the Mainframe included, should be able to detect my energy too? If that were the case, wouldn't they have done something by now?"

Smith's brow furrowed. He didn't like the idea of other programs sensing Audrey's spark. Human males were one thing. They were inferior, undeserving and easily dealt with. But if Audrey were to encounter one of the Mainframe's Heralds -the most advanced programs within the Matrix and projections of the motherboard herself- surely they would sense the currents in her as he had. Would they attempt to take this power that _he _had found, that, for as long as she would give it to him, was rightfully his and his alone?

These questions and concerns must have been evident in him, for Smith felt Audrey's hand soft upon his cheek and instantly his thought processors cleared. She turned him to face her, and when she looked deep into his uncovered eyes suddenly there was only Audrey and the electric warmth of her gaze and the security of her full attention. Smith could have basked in this light. He would store her energy deep inside him if he could only decipher how.

"I can't say for certain, but I don't think anyone else can sense what you and I are experiencing. Right now, this sensation that's surrounding us, I couldn't feel that with anyone else, Smith. It's a unique connection that requires two equally unique parts. You and me."

Smith dipped his hand into the thickness of Audrey's hair, cradled her skull and gently brought her closer so their foreheads touched. He searched the depths of her hazel eyes and, for a moment, marveled at the intricate detail the Matrix had captured when weaving the mosaic of colors, textures and hues upon her painted irises. _When had code ever been so... beautiful? _he wondered.

"Why would such a connection exist?" Smith asked, almost hesitant to voice his uncertainty. "If it only serves to benefit two individuals and their personal pursuit for satisfaction. Such a powerful energy would begin and end with them."

Audrey pulled back a little, granting him a better view of her. He blinked. Audrey was cloaked in her trademark glow. This confused Smith even more, for there were no children nearby to distract her. How curious that for the first time that light of adoration, that Smith had almost grown to envy, was now cast toward him.

Audrey took his hand and held it in her own. This gesture was far less intimate than a kiss, but Smith was surprised by the strength and promise it gave.

"That's the beauty of it." she said, her voice barely a whisper. "It's what we humans long for most. It's why we crave companionship, to someday find that special connection that fills us up and make us feel like everything is right and nothing can stop us."

"... the human pursuit of happiness." Smith said slowly.

"Once found, that energy can't be contained. It's within our power to share that happiness with the people around us, and hopefully inspire them to do the same."

"I have no wish to share this sensation with anyone." Smith said, pulling her body closer. "I want only to savor it with you, to explore and understand every intricacy of our connection, Audrey, and take every spark you're willing to give me."

A deep blush spread across his companion's cheeks and her eyes began to sparkle. This excited Smith. Their energy spiked. He was determined, if not during this session then the next, to uncover the extent to which he could influence her pleasing reactions.

"For now," Audrey said, her tone reminiscent of the evening before. "I think we can allow ourselves to indulge in _our_ experiences." Her eyes jumped to his mouth, and Smith gladly moved to claim her. But Audrey stopped him, her fingers poised like flower petals against his lips. "But, only if you remain open to the the greater potential of whatever we uncover."

"What do you mean by that?"

"... I want to explore this with you too, Smith. I'm almost embarrassed to admit how much. But, acting on our physical urges and discussing our philosophical questions isn't enough for me. I have feelings for you and at the rate we're going, they're only going to increase."

"I can't experience human emotions, Audrey. I can't give you that."

"But you are experiencing something, right? Something more than what you were programmed to do?"

"...Yes."

Audrey's eyes lit up. Her grip on him tightened and Smith held her closer. "And... would you say that something is a result of our connection? That it has to do with me."

"It has everything to do with you." Smith replied confidently. Of that much, he was completely certain.

Audrey swallowed and searched his eyes. The energy that flowed from her now was a cocktail of passion and calculation. Smith found that he craved both with equal admiration. "Then perhaps," she said slowly, "going forward... we should draw a parallel between your experiences and my emotions. Your sensations are something entirely new, Smith. They aren't human emotion, I can't reduce you to that, but they're so much more than the intention, want and action of a Mainframe program... I think I can allow myself to go deeper in this with you, but only if I know that you're willing to do the same."

When Smith spoke, he chose his words very carefully, but every syllable fell from his lips with the ease of truth, "For every emotion you share with me, Audrey, I will do my best to reciprocate with my experiences in return."

His words seemed to transform her, as if a heavy weight were lifted from her tiny shoulders. Audrey's glow surrounded him as she fell against his chest and hugged him tightly. Smith wrapped his arms around her, savoring her every breath and heartbeat.


	8. Chapter 8

Grey clouds hung low above the iron buildings but the city park beneath was a warm scene, glowing with vibrant colors. A 'Farewell to Summer' art crawl was taking place that weekend. In less than a day the event and its workers transformed the usually quite plaza into a bustling hub of activity. Rows of stands and covered awnings lined the many walkways. Food trucks were parked at one end of the wooded mall, their generators buzzing against the murmuring crowds as people casually walked from booth to booth admiring the many crafts and trinkets.

Smith did not care for crowded events. Being surrounded by so many people was not only an unpleasant experience, but it made identifying threats more of a nuisance. Rebels were harder to spot in a crowd.

_Unless they were wearing those ridiculous outfits, _Smith thought. A group of people in matching sunglasses and leather ensembles didn't exactly blend-in with your average city-goers. _And they wondered why they were so easily captured._ Of course, Smith and his fellow agents had a similarly identifiable look, but they weren't trying to hide. Quite the opposite, agents of the Matrix wanted to be seen. They were an imposing visage of strength and control and as the Matrix's enforcers they were something to be feared and respected, their authority recognizable on site -even if the average person didn't understand exactly whose authority they were there to enforce. Today, however, Smith's usual aura of intensity and power was slightly diminished due to the woman currently walking beside him, her arm wrapped gently around his own, a pleasant smile painted on her face.

Audrey's presence made the whole situation considerably more tolerable. So long as she was touching him and giving him her current, Smith thought, he could endure anything.

With little interest in the event itself, Smith split his attention between surveying the crowd for threats and studying the reactions of his companion. Every time his eyes returned to Audrey he found her newly enchanted, marveling over something she'd found and asking what he thought of it. Most of the items here served no practical purpose and therefore did not warrant his contemplation. Smith told Audrey this but it did little to discourage her.

"Not everything needs to be practical, Smith," she said, her smile full of kindness. "C'mon, I know you can do this. Try and put yourself in the artist's shoes. Here," Audrey lifted a decorative sculpture from a nearby table and carefully handed it to him. "What do you think the sculptor was thinking when they made this?" She shot a quick glance at the man in question, making sure he was still occupied with a sale at the other end of his stall.

Smith looked at the coagulated lump of clay in his hands, performing an instant scan of its weight and density. "If the man was strong enough, he could use this to bludgeon an opponent. Perhaps if an intruder entered his home." Smith glanced at Audrey who was clearly trying to hold back her amusement. "Its _unusual_ shape could help disguise its true purpose. He could hide it in plain sight, say it's a, hideously over-sized paperweight."

Audrey let out a snicker, hiding her laugh behind her hand. _Oh, that wouldn't do. _Smith replaced the sculpture, setting it down with ease as if the large object weighed nothing. Then, taking her wrist, he gently guided her hand from her face.

"You shouldn't cover your smile," he said, "not when you're with me."

Audrey looked surprised for a moment, her eyes sparkling as she tried to gaze past his sunglasses. When the smile returned to her face it was accompanied by the rosy blush he had come to desire. Every time Smith got that reaction from her, something in him intensified. He needed to know how else he could influence Audrey. The right words triggered pleasant reactions. The right touch even more so. Action and reaction. Understanding that process seemed a meticulous task, one he would willingly devote himself to.

Audrey laced her fingers with his and continued walking. "Oh really. And why is that?" she asked. Smith detected a familiar and agreeable tone in her voice.

"Because I want to see you smile." he answered plainly.

"Why is that something you want?"

_Of course she would push this,_ he thought, but Smith thought about it and answered her all the same. "When you smile, especially if it's due to something I've said...It's as if I'm receiving your energy. It is a pleasant sensation."

Audrey's blush refused to fade, but she maintained eye contact and squeezed his hand. "Lucky for you, I'm a very smiley person." She said with an embarrassed chuckle. The glow within her eyes dimmed slightly then as her gaze became more thoughtful. "How long have you experienced that reaction, Smith? Have you always had that sensation when I smile at you?"

"No. At least, it was not as it is now. My theory is that I was aware of your energy before you shared it with me, but I could not identify the source or the reason for that draw until I experienced the current during our kiss last Sunday."

A woman who was examining a knitted scarf looked up at the two of them as they passed, her expression quizzical.

Audrey dipped her head to avoid the stranger's gaze. "Smith, remember what I said about lowering your voice when discussing _certain things_ in public?"

"The private nature of our conversations is precisely why I suggested we stay at your apartment." he countered.

"Fair, but then we'd miss out on this great opportunity."

"And what opportunity is that?"

She grinned at him cheekily, "Seeing the terrifying Agent Smith attempt to make sense of a human art fair." Audrey squeezed his arm in a half hug. He knew she was teasing him, a counterintuitive sign of affection according to his research. Normally such behavior would annoy the agent, but with Audrey's hug Smith was surprised to find that he didn't mind. She was clearly enjoying herself and that's what he wanted. In an odd way, even though _he_ did not enjoy this type of setting or event, experiencing it with Audrey and seeing how much she liked it was somehow enjoyable in itself.

The pair continued down the busy path and approached a table where a young woman was selling leather crafts. As Audrey picked up a wallet to examine it, Smith asked, "Were you going somewhere with your earlier question, about my reaction?"

Audrey glanced up at him and then smiled pensively. "Your answer was very interesting. The fact that your sensations seem to be... intensifying during this experiment... I don't know, I think there's something to that. Like you're growing more attached."

Smith raised an eyebrow.

"I mean, I am too, that's why I'm interested," Audrey quickly explained. She took a breath, "In human relationships, it's a good sign if your feelings for someone grows. The more personal time you spend with someone, the more you get to know them. You start to genuinely care for that person and their wellbeing. It's... how we form bonds with one another, I guess. Both romantically and platonically."

Her eyes jumped up to meet his, "Do programs form significant bonds with other programs, or...with the mainframe?"

"The concept of 'forming' a bond does not apply to us. Our connections with each other and the mainframe are a part of our programming, they do not change."

"That's very interesting." she said quietly.

Noting the lull in Audrey's voice, he stopped to analyze her expression. "What is it?" Smith asked.

"It's just that… This all must be very new for you. And when I try and put myself in your position, it feels so overwhelming. Humans are used to the changing nature of relationships. Emotions can be confusing at times but they're still familiar to us. But for you… you've always seen the world, or the Matrix, as one thing. You know your role, and the role of the other programs, and how you relate to one another. If that always stays the same then you always know what to expect. Until recently, you had a clear understanding of humanity's role, what it was to you…what I was to you. But now that's changing." Audrey held his hand firmly in her own, searching his gaze. "I can't imagine what that must be like."

Smith studied her, his Audrey. Smith was perplexed by this line of questioning. _What was compelling her to seek this perspective_? With their hands clasped tight, the energy she gave him surged. It was strong and it fizzled with something he hadn't detected before. With a quick read of her vitals and the expression on her face, Smith came to a likely conclusion: She was concerned, for him. This caused Smith to frown. _That wasn't right._ He stepped closer and squeezed Audrey's hand, careful not to hurt her.

"You needn't worry," Smith said, his voice low. "This experience_ is_ new and unfamiliar, but I am not overwhelmed. You should know by now that I am not so easily intimidated."

The wind played with Audrey's hair and Smith reached out to touch it. Taking a stray lock between his fingers he noted its softness before tucking it behind her ear.

Even in the shade her eyes still managed to sparkle. "This is different, Smith." She said quietly. "It isn't something that you can outrun or outshoot… If you're actually fine, that's great. I'm happy for you. Just so long as you know that it's ok if you're not, and I'm here for you if that ever changes."

It was strange to hear her talk like this. Until now Audrey had been so sensible about their exploration and always kept logic in mind during their conversations. But there was nothing logical about what she was saying. Smith planned to address this, but found the need to calm her worries first.

"The chances of that happening are slim to none," he said, "But I will honor our honesty rule and inform you should anything change."

Audrey nodded and gave him a small smile. They walked on in silence for a few moments, both parties collecting their thoughts.

"I am confused by your concern for me, Audrey," Smith said then, drawing her gaze.

Audrey's brow furrowed. "Why is that?"

"I have not given you a reason to worry and nothing I have done would imply that I am at risk. Your concern is unwarranted and, by your own words, it's based off of_ your_ emotional reaction to_ my_ situation. There is no sense to it. So why do you do it?"

Her gaze softened and she thought for a moment before answering. "I suppose, it's because I care about you. And it's human nature to worry about those we care about. To want to protect them."

That got a reaction out of him. The corners of his mouth turned up in a charming smirk as Smith looked at Audrey with scrutinizing amusement. "_You_ want to protect _me_?"

She grinned, narrowing her eyes at him. "Maybe. Is that so hard to believe?"

Smith shook his head. "Yes, actually." Audrey gave him a playful shove but he caught her arm and wrapped it around his, pulling her near him. With his mouth close to her ear he said, "It's my place to protect you, not the other way around."

His words and his closeness caused Audrey to blush and their energy surged inside him. But despite her reaction, she turned to him and challenged his gaze with a strength that he admired.

"It goes both ways, Smith. Like it or not." She said.

"You do know I can't be hurt. You've seen me regenerate."

"I know that. But, it doesn't mean I won't still be scared for you if I see you in a dangerous situation. And, before you say it -yes. That's an illogical reaction, I know. The problem is, sometimes logic goes out the window when emotions get involved."

"One of humanity's many faults." He said. They stopped walking. Perhaps for her sake he should have kept that remark to himself. But Smith knew it as a fact and wanted to be forward with Audrey on this matter. He checked her expression, curious to see how she would react.

Audrey stared at him for a while, holding back her response until she was ready to give it.

"Sometimes." She said carefully, her face serious, her voice even. "Sometimes it's one of our many strengths." Audrey paused again, holding his gaze. "We won't debate this now, because honestly it would be a waste of time. But regardless of what you and I believe to be true about human emotion, the fact of the matter remains that as a human being, I am emotional, it is a part of me. And without my emotions, Smith, I wouldn't have feelings for you and our connection would not exist."

That last statement intrigued him and Smith wondered how true it was. Surely he could still detect her energy without her emotions… couldn't he? She would still have the same code, the same genetic makeup. But was that the source of her power? Smith had to admit, Audrey without her emotion, the essence of her personality, she would be very different. It was an interesting conundrum.

"Are you certain of that?" he asked, once again stepping closer. "Do you truly believe that I couldn't find you, that I couldn't sense your energy if you were free of emotion?"

"There would be nothing left to find." Audrey spoke the words so confidently, capturing Smith's attention with a steadfast assurance that could rival any agent. Pride welled up inside him and for the first time in his existence, Smith found himself willing to yield to a duel.

Slowly, the smirk returned to his face and again he placed his hand on hers where it lay soft upon his arm. "Then I am very fortunate that is not the case."

Audrey smirked back at him, "And don't you forget it."

The pair continued walking arm in arm, leaving the tension of their conversation behind them. A light sprinkling of water started to fall as Audrey, fueled by her 'win,' playfully prodded her program companion to admit that he "liked that she liked him." Despite the childish nature of her behavior, there was a zest to it that enticed Smith and refused to let go. Was it really considered 'losing' their discussion if his consolation prize was still so fulfilling? Smith didn't think so. And the more her happy energy pooled into him the more he craved it. In that moment, Smith simultaneously longed for the privacy of Audrey's apartment and discovered that he didn't care in the slightest where they were or who saw them. He wanted Audrey's energy in its fullest capacity.

The first wave of thunder tumbled through the air as the darkening sky split open, releasing an onslaught of rain. Everyone ran for cover and Audrey went to follow suit, but Smith's hand on her arm stopped her. Before she could question him he pulled her body against his and held her close. One hand on her waist, the other cupping her face he joined their lips and kissed her deeply. Encompassed in a bubble of electric bliss, the Matrix melted around them, washed away like chalk in the rain.


End file.
